SECONDONE CORP.

Clause

Page

1

Interpretation

2

2

Representations and Warranties

3

3

Agreement of the Lender

4

4

Conditions

5

5

Variations to Loan Agreement and Finance Documents

6

6

Continuance of Loan Agreement and Finance Documents

13

7

Expenses

13

8

Notices

13

9

Applicable Law

13

Schedule 1 (A)  Confirmation

15

Schedule 1 (B)  Confirmation

16

Schedule 2 Form of Compliance Certificate

17

(1)

SECONDONE CORP. ("Secondone") and THIRDONE CORP. ("Thirdone"), each a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960, as joint and several borrowers (individually a "Borrower" and together, the "Borrowers"); and

(2)

COMMERZBANK AKTIENGESELLSCHAFT (as legal successor of Deutsche Schiffsbank Aktiengesellschaft), acting through its office at ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (the "Lender" which expression includes its successors and assigns).

(A)

By a loan agreement dated 26 September 2007 (as amended by a first supplemental agreement dated 28 May 2010,  a second supplemental agreement dated 1 December 2010 and as may be further amended and/or supplemented from time to time, the "Loan Agreement") made between (i) the Borrowers and (ii) the Lender, whereby the Lender has made available to the Borrowers a loan facility of (originally) Twenty four million five hundred sixty thousand Dollars ($24,560,000) upon the terms and for the purposes therein specified. On the date of this Agreement, the amount outstanding by way of principal under the Loan Agreement is $10,996,000 (the "Loan").

(B)

This Agreement sets out the terms and conditions on which the Lender and the Borrowers agree to:

(i)

increase the Margin;

(ii)

the payment by the Borrowers of an arrangement fee of $25,000;

(iii)

the provision of a guarantee by the Collateral Owner (as defined below) in favour of the Lender as well as:

(A)

the registration of a second priority statutory Maltese mortgage over m.v. "PYXIS MALOU" owned by the Collateral Owner; and

(B)

the execution of a second priority deed of covenant and a second priority general assignment by the Collateral Owner in relation to (inter alia) the insurances over m.v. "PYXIS MALOU",

(iv)

the change in the legal and ultimate beneficial ownership of the shares of the Borrowers;

(v)

the appointment of International Tanker Management Ltd., a company organised and existing under the laws of Bermuda, whose principal place of business is at ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ as the technical manager of each Ship and the appointment of North Sea Tankers BV, a company organised and existing under the laws of the Netherlands, whose registered office is at ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, as the commercial manager of each Ship along with Pyxis Maritime Corp.;

(vi)

the release of Pyxis Maritime Corp. as corporate guarantor on the Effective Date and approval of Pyxis Tankers Inc. of the ▇▇▇▇▇▇▇▇ Islands as the new corporate guarantor who will also provide a guarantee in favour of the Lender which will take effect from the Effective Date;

(vii)

the merger transaction of Pyxis Tankers Inc. of the ▇▇▇▇▇▇▇▇ Islands involving the public offering of its share capital and subsequent listing of such share capital on a Stock Exchange; 

(viii)

the provision of a Compliance Certificate each of the Borrowers and Pyxis Tankers Inc. on an annual basis (and in respect of Pyxis Tankers Inc. also on a quarterly basis) pursuant to the Loan Agreement and the Guarantee (as defined below) respectively; and

(ix)

the consequential and other amendments to the Loan Agreement and the other Finance Documents in relation to those matters.

(C)

This Agreement sets out the terms and conditions on which the Lender agrees, subject always to the satisfaction of the conditions precedent in Clause 4, to amend the Loan Agreement in the manner set out in Clause 5.1 of this Agreement.

1

Interpretation

1.1

Defined expressions

1.2

Definitions

1.3

Where the context so admits words importing the singular number only shall include the plural and vice versa and words importing persons shall include firms and corporations.  Clause headings are inserted for convenience of reference only and shall be ignored in construing this Agreement.  References to Clauses are to clauses of this Agreement save as may be otherwise expressly provided in this Agreement.

2

Representations and Warranties

2.1

Each Borrower hereby represents and warrants to the Lender, as at the date of this Agreement, that the representations and warranties set forth in clause 10 of the Loan Agreement (updated mutatis mutandis to the date of this Agreement) are true and correct as if all references therein to "this Agreement" were references to the Loan Agreement as further amended by this Agreement.

2.2

Each Borrower hereby further represents and warrants to the Lender that as at the date of this Agreement:

(a)

each Borrower is duly incorporated and validly existing and in good standing under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands and has full power to enter into and perform its obligations under this Agreement and has complied with all statutory and other requirements relative to its business, and does not have an established place of business in any part of the United Kingdom or the United States of America;

(b)

all necessary governmental or other official consents, authorisations, approvals, licences, consents or waivers for the execution, delivery, performance, validity and/or enforceability

of this Agreement and all other documents to be executed in connection with the amendments to the Loan Agreement as contemplated hereby have been obtained and will be maintained in full force and effect, from the date of this Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Loan remains outstanding; 

(c)

each Borrower has taken all necessary corporate and other action to authorise the execution, delivery and performance of its obligations under this Agreement and such other documents to which it is a party and such documents do or will upon execution thereof constitute the valid and binding obligations of the Borrower enforceable in accordance with their respective terms;

(d)

the execution, delivery and performance of this Agreement and all such other documents as contemplated hereby does not and will not, from the date of this  Agreement and so long as any moneys are owing under any of the Finance Documents and while all or any part of the Loan remains outstanding, constitute a breach of any contractual restriction or any existing applicable law, regulation, consent or authorisation binding on a Borrower or on any of its property or assets and will not result in the creation or imposition of any security interest, lien, charge or encumbrance (other than under the Finance Documents) on any of such property or assets; and

(e)

each Borrower has fully disclosed in writing to the Lender all facts which it knows or which it should reasonably know and which are material for disclosure to the Lender in the context of this Agreement and all information furnished by each Borrower or on its behalf relating to its business and affairs in connection with this Agreement was and remains true, correct and complete in all material respects and there are no other material facts or considerations the omission of which would render any such information misleading.

3

Agreement of the Lender

3.1

The Lender, relying upon each of the representations and warranties set out in Clauses 2.1 and 2.2 of this Agreement, hereby agrees with the Borrowers, as of the date of this Agreement and subject to and upon the terms and conditions of this Agreement and in particular, subject to the fulfilment of the conditions precedent set out in Clause 4, to:

(a)

increase the Margin;

(b)

the payment by the Borrowers of an arrangement fee of $25,000;

(c)

the provision of a guarantee by the Collateral Owner in favour of the Lender as well as:

(i)

the registration of a second priority statutory Maltese mortgage over the Collateral Ship owned by the Collateral Owner; and

(ii)

the execution of a second priority deed of covenant and a second priority general assignment by the Collateral Owner in relation to (inter alia) the insurances over the Collateral Ship,  

(d)

the change in the legal and ultimate beneficial ownership of the shares of the Borrowers;

(e)

the appointment of International Tanker Management Ltd. of Bermuda as the technical manager of each Ship and the appointment of North Sea Tankers BV of the Netherlands as the commercial manager of each Ship along with Pyxis Maritime Corp.;

(f)

the release of the Corporate Guarantor on the Effective Date and approval of the Guarantor who will also provide the Guarantee in favour of the Lender which will take effect from the Effective Date; 

(g)

the merger transaction of the Guarantor involving the public offering of its share capital and subsequent listing of such share capital on a Stock Exchange;

(h)

the provision of a Compliance Certificate by the Borrowers on an annual basis pursuant to the Loan Agreement; and

(i)

the consequential and other amendments to the Loan Agreement and the other Finance Documents in relation to those matters.

3.2

Each Borrower agrees and confirms that the Loan Agreement and the Finance Documents to which it is a party, as amended and supplemented pursuant to the terms hereof, shall remain in full force and effect and it shall remain liable under the Loan Agreement and the Finance Documents to which it is a party for all obligations and liabilities assumed by it thereunder.

3.3

Release of the Corporate Guarantor

4

Conditions

4.1

The agreements of the Lender contained in Clause 3.1 of this Agreement shall all be expressly subject to the condition that the Lender shall have received in form and substance satisfactory to the Lender and its legal advisers the following documents or evidence:

(a)

on the date of this Agreement:

(i)

a certificate of the Secretary of each Borrower, the Guarantor and the Collateral Owner confirming the names and offices of all the Directors of that Borrower, the Guarantor and the Collateral Owner together with its incorporation and constitutional documents;

(ii)

true and complete copies of the resolutions passed at meetings of the Board of Directors and Shareholders of each Borrower, the Guarantor and the Collateral Owner authorising and approving the execution of this Agreement, the New Finance Documents and any other document or action to which it is or is to be a party and authorising its appropriate officer or officers or other representatives to execute the same on its behalf;

(iii)

the original of any power of attorney issued by each Borrower, the Guarantor and the Collateral Owner pursuant to the resolutions referred to in Clause 4.1(a) (ii);

(iv)

certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action, approvals or consents with respect to this Agreement and the New Finance Documents including without limitation, all necessary governmental and other official approvals and consents in such pertinent jurisdictions as the Lender reasonably deems appropriate;

(v)

an original of this Agreement, duly executed by all parties;

(vi)

a duly executed original of each Confirmation;

(vii)

duly executed originals of the Guarantee, the Collateral Owner Guarantee and the Approved Manager’s Undertakings;  

(viii)

a certified true copy of each management agreement made between each Approved Manager and the Borrowers together with a certificate of incumbency for each Approved Manager or other document acceptable to the Lender, acting reasonably, evidencing the directors and/or officers of each Approved Manager ;

(ix)

evidence that the Collateral Mortgage has been duly registered against the Collateral Ship as a valid second priority statutory Maltese ship mortgage in accordance with the laws of Malta;

(x)

a duly executed original of the Collateral Deed of Covenant, a duly executed original of the Collateral General Assignment and all other documents to be executed and served (in respect of notices) pursuant to the Collateral Deed of Covenant and the Collateral General Assignment;

(xi)

any additional or new notices, reflecting the arrangements contemplated by this Agreement, required to be given under the relevant Collateral Deed of Covenant and the Collateral General Assignment, have been given in the manner therein provided;

(xii)

the arrangement fee referred to in Clause 7.1;

(xiii)

a certified true copy of the DOC in respect of the Collateral Ship;

(xiv)

certified true copies of the SMC and the International Ship Security Certificate under the ISPS Code in respect of the Collateral Ship;

(xv)

a certified true copy of a class maintenance certificate issued by the classification society, confirming her class free of all overdue recommendations and conditions;

(xvi)

evidence that the agent referred to in Clause 9.4 has accepted its appointment as agent for service of process under this Agreement and the New Finance Documents; and

(xvii)

such legal opinions from lawyers appointed by the Lender on such matters concerning the laws of Malta, the ▇▇▇▇▇▇▇▇ Islands and such other relevant jurisdictions as the Lender may require.

(b)

on the Effective Date, evidence satisfactory to the Lender that each Borrower is a direct and fully owned subsidiary of the Guarantor.

5

Variations to Loan Agreement and Finance Documents

5.1

In consideration of the agreement of the Lender contained in Clause 3.1 of this  Agreement, the Borrowers hereby agree with the Lender that upon satisfaction of the conditions referred to in Clause 4.1 (a), the provisions of the Loan Agreement shall be varied and/or amended and/or supplemented as follows:

(a)

by inserting the following definitions in clause 1.1 thereof in the correct alphabetical order:

(b)

by including each of the following documents in the definition of "Finance Documents" in clause 1.1 thereof:

(c)

by deleting the definition of “Approved Manager” in clause 1.1 thereof and by replacing it with the following:

(d)

by deleting the definition of “Management Agreement” in clause 1.1 thereof and by replacing it with the following: 

(e)

by deleting the definition of "Margin" in clause 1.1 thereof and replacing it with the following definition:

(f)

by adding the words "(except International Tanker Management Ltd. of Bermuda, North Sea Tankers BV of the Netherlands, any other third manager and any charterer of a Ship and of the Collateral Ship)" after the words "any person" in the first line of the definition "Security Party" in clause 1.1 thereof;

(g)

by adding the words ",if any of the above rates is below zero, LIBOR will be deemed to be zero” at the end of the definition of “LIBOR” in clause 1.1 thereof;

(h)

by adding the words "and/or the Collateral Ship (as the case may be)" in the first line of clause 7.7 (a) (ii) thereof at the end of the sentence after the words "if  a Ship";

(i)

by deleting the last three lines of clause 7.7 thereof and by replacing them with the following:

(a)

with respect to each Ship, an amount equal to the principal amount  outstanding at  the relevant time in respect of the respective Advance to which the Ship being sold or which has become a Total Loss relates together with any additional amount that may be required (but without prejudice to the Borrowers' right to provide, or ensure that a third party provides, additional security for any shortfall, in accordance with the provisions of Clause 15.2 (a)) so that, after the application of the prepayment to be made pursuant to Clause 7.7, the security cover ratio under Clause 15.1 be complied with; and

(b)

with respect to the Collateral Ship any amount that may be required (but without prejudice to the Borrowers' right to provide, or ensure that a third party provides, additional security for any shortfall, in accordance with the provisions of Clause 15.2(a)) so that the security cover ratio under Clause 15.1 be complied with.";

(j)

by deleting clause 11.13 thereof and replacing it with the following:

(k)

by adding the words “as well as with the insured value of the Collateral Ship at the relevant time subject to the Collateral Mortgage” after the words “subject to a Mortgage” in the third line of clause 13.3 (b) thereof;

(l)

by adding the words "and the Collateral Ship" at the end clause 15.1 (a) thereof;

(m)

by adding the words "and/or the Collateral Ship (as the case may be)" after the word “Ship” wherever it appears in clause 15.5 thereof;  

(n)

by adding the words "and/or procures that the Collateral Owner will supply to the Lender" after the words "supply to the Lender" in the seventh line of the last paragraph of clause 15.5 thereof;

(o)

by adding the words "and/or procure that the Collateral Owner will supply to the Lender" after the words "provide the Lender" in first line of clause 15.8 thereof;

(p)

by adding the new clause 15.11 thereof:

(q)

by deleting the words "to enable any Borrower to own, operate or charter its Ship"  in the first line of clause 19.1 (j) thereof and by adding the following words "to enable any Borrower or the Collateral Owner to own, operate or charter the Ship or the Collateral Ship, respectively";

(r)

by adding the words "or the Collateral Ship" after the words "involving any Ship"  in the first line of clause 19.1 (q) (ii) thereof and by adding the words "or the Collateral Owner" after the words "any Borrower" in the second line in the last paragraph of that same clause;

(s)

by adding a new clause under number 26.7 therein reading as follows:

(t)

by adding the words "Provided that the Borrowers shall have a right of first refusal to make an offer to buy the Loan from the Lender within a period of no later than 14 days from the Lender informing the Borrowers that it will be selling the Loan. For the avoidance of doubt this right of first refusal shall in no manner create any additional obligation on the Lender under this Agreement to accept any offer made by the Borrowers. The Lender shall be entitled to determine in its sole discretion to whom to sell and transfer the Loan" at the end clause 26.2 thereof;

(u)

by deleting clause 28.2(a) thereof and replacing it with the following:

“(a) to each Borrower:

c/o Pyxis Maritime Corp.

K. ▇▇▇▇▇▇▇▇▇ ▇▇

▇▇▇▇▇▇▇▇ ▇▇▇▇▇

▇▇▇▇▇▇

Fax: ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇”;

(v)

by deleting in clause 31.4 thereof the words “WFW Legal Services Limited at its registered office for the time being, presently at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇” and replacing same with the words “Atlas Maritime Services Limited at present of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇”;

(w)

by construing all references therein to "this Agreement" where the context admits as being references to "this Agreement as the same is amended and supplemented by this Agreement and as the same may from time to time be further supplemented and/or amended"; and

(x)

by construing references to each of the Finance Documents as being references to each such document as it is from time to time supplemented and/or amended.

5.2

In consideration of the agreement of the Lender contained in Clause 3.1 of this  Agreement, the Borrowers hereby agree with the Lender that upon satisfaction of the conditions referred to in Clause 4.1 (b), the provisions of the Loan Agreement shall be varied and/or amended and/or supplemented as follows:

(a)

by inserting the following definitions in clause 1.1 thereof in the correct alphabetical order:

(b)

by adding “the Guarantee” in the definition of "Finance Documents" in clause 1.1 thereof and by deleting the reference to “the Corporate Guarantee” from such definition of "Finance Documents";

(c)

by deleting the definitions of “Corporate Guarantee”, “Corporate Guarantor” and “Shareholder” in clause 1.1 thereof and by deleting the reference to the “Corporate Guarantee” after the word “Mortgage” in paragraph 1, Part E of Schedule 2 thereof;

(d)

by deleting the word “Shareholder” in the last line of clause 10.3 thereof and replacing it with the word “Guarantor”;

(e)

by adding the words “if adversely determined” before the words “would be likely” in clause 10.12 thereof;

(f)

by deleting clause 11.6(b) thereof and replacing it with the following:

(g)

by deleting all references to the “Approved Manager” in clauses 11.6(c) and 11.7 thereof and replacing it with references to the “Guarantor”;

(h)

by adding the words "or procure that the Lender receives, together with a Compliance Certificate on an annual basis (in relation to (a) and (b))" after the words “The Borrowers will send to the Lender” at the beginning of clause 11.6 thereof;

(i)

by adding at the beginning of clause 11.11 thereof the words “Save as otherwise provided in any Finance Document,” and by replacing the word “Each” with “each”;

(j)

by deleting paragraph (b) of clause 12.3 thereof;

(k)

by adding the words “(other than to the Guarantor and/or its subsidiaries)” after the words “or financial assistance to” in clause 12.3 (c) thereof;

(l)

by adding the words “other than in relation to the IPO” after the words “issued share capital” in clause 12.3(e) thereof;

(m)

by adding the words “other than in relation to the IPO or any sub merger, sub division, amalgamation or other reorganization after which the provisions of the Finance Documents are complied with” after the words “or reorganisation” in clause 12.3(g) thereof;

(n)

by adding after the words "a Relevant Person" in clause 19.1 (f) thereof the words "(which, in the case of the Guarantor, is in an amount of $1,000,000 or more (or the equivalent in another currency))";

(o)

by adding after the words “or sums aggregating, $100,000 or more” in clause 19.1(g)(ii) thereof the words “in respect of the Borrowers and, in the case of the Guarantor an amount equal to $1,000,000 or more”;

(p)

by adding the words “(other than the Guarantor)” after the words “Security Party” in clause 19.1(k) thereof;

(q)

by deleting in clause 19.1(q)(i) the reference to “the Approved Manager” and replacing it with “the Guarantor”; 

(r)

by adding as Schedule 4 thereof Schedule 2 (Form of Compliance Certificate) of this Agreement;

(s)

by construing all references therein to "this Agreement" where the context admits as being references to "this Agreement as the same is amended and supplemented by this Agreement and as the same may from time to time be further supplemented and/or amended"; and

(t)

by construing references to each of the Finance Documents as being references to each such document as it is from time to time supplemented and/or amended.

5.3

Amendments to Finance Documents

(a)

With effect on and from the date of this Agreement each of the Finance Documents (other than the Loan Agreement) shall be, and shall be deemed by this Agreement to have been, amended in accordance with Clause 5.1 as follows:

(i)

the definition of, and references throughout each of the Finance Documents to, the Loan Agreement and any of the other Finance Documents shall be construed as if the same referred to the Loan Agreement and those Finance Documents as amended and supplemented by this Agreement; and

(ii)

by construing references throughout each of the Finance Documents to "this Agreement", "this Deed", "hereunder and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this Agreement.

(b)

With effect on and from the Effective Date each of the Finance Documents (other than the Loan Agreement) shall be, and shall be deemed by this Agreement to have been, amended in accordance with Clause 5.2 as follows:

(i)

the definition of, and references throughout each of the Finance Documents to, the Loan Agreement and any of the other Finance Documents shall be construed as if the same referred to the Loan Agreement and those Finance Documents as amended and supplemented by this Agreement; and

(ii)

by construing references throughout each of the Finance Documents to "this Agreement", "this Deed", "hereunder and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this Agreement.

5.4

Finance Documents to remain in full force and effect

(a)

the amendments to the Finance Documents contained or referred to in Clauses 5.1 and 5.2 (as the case may be); and

(b)

such further or consequential modifications as may be necessary to make the same consistent with, and to give full effect to, the terms of this Agreement.

6

Continuance of Loan Agreement and Finance Documents  

6.1

Save for the alterations to the Loan Agreement made or to be made pursuant to this Agreement and such further modifications (if any) thereto as may be necessary to make the same consistent with the terms of this Agreement, the Loan Agreement shall remain in full force and effect and the security constituted by the Finance Documents shall continue and remain valid and enforceable.

7

Expenses

7.1

Arrangement fee

7.2

Expenses

8

Notices

8.1

The provisions of clause 28 (Notices and other matters) of the Loan Agreement, as amended hereby, shall apply to this Agreement as if the same were set out herein in full.

9

Applicable Law

9.1

This Agreement and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with English law.

9.2

Subject to Clause 9.3, the courts of England shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.

9.3

Clause 9.2 is for the exclusive benefit of the Lender which reserves the right:

(a)

to commence proceedings in relation to any matter which arises out of or in connection with this Agreement in the courts of any country other than England and which have or claim jurisdiction to that matter; and

(b)

to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.

9.4

Each Borrower irrevocably appoints Atlas Maritime Services Limited presently at Enterprise House, ▇▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, for the time being to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with this Agreement.

9.5

Nothing in this Clause 9 shall exclude or limit any right which the Lender may have (whether under the law of any country, an international convention or otherwise) with regard to the

bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction. 

9.6

In this Clause 9, "proceedings" means proceedings of any kind, including an application for a provisional or protective measure.

for and on behalf of

PYXIS MARITIME CORP.

as Corporate Guarantor

for and on behalf of

PYXIS MARITIME CORP.

as an Approved Manager

for and on behalf of

INTERNATIONAL TANKER MANAGEMENT LTD.

as an Approved Manager

To:

Commerzbank Aktiengesellschaft

▇▇▇▇▇▇▇▇▇ ▇▇

▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇▇▇▇▇ of Germany

From:

[l]

1

We refer to the Agreement. This is a Compliance Certificate and attached hereto are the accounts which will provide evidence of compliance. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2

We refer to paragraph clause 11.6 of the Agreement and hereby attach the following certified documents:

2.1

the audited accounts of each Borrower for the financial year ended [l].

3

We confirm that no Event of Default or Potential Event of Default has occurred or is continuing.

[Director]/[Chief Financial Officer]

SIGNED by

▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

)

/s/ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

)

for and on behalf of

)

SECONDONE CORP.

)

in the presence of:

)

/s/ Konstantinos Mexias

SIGNED by

▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

)

/s/ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇

)

for and on behalf of

)

THIRDONE CORP.

)

in the presence of:

)

/s/ Konstantinos Mexias

SIGNED by

Anthi Kekatou

)

/s/ Anthi Kekatou

)

for and on behalf of

)

COMMERZBANK

)

AKTIENGESELLSCHAFT

)

in the presence of:

)

/s/ Konstantinos Mexias